Evaluation Service Terms
Last updated: March 5, 2024
IMPORTANT TERMS
These evaluation service terms are between Oppr B.V. and you and govern your use of the Basic Service of Oppr B.V.. If you use Oppr B.V. on behalf of another entity (such as your employer), you must have the authority to accept these Terms on their behalf.
By using Oppr B.V., you agree to these evaluation service terms, our Acceptable Use Policy, our Terms of Service, and our Security Annex, collectively referred to as our "Terms" and enforceable as any written contract.
Oppr B.V. may update the Terms by posting updated Terms on our website. All changes become effective when they are posted. Such changes are not retroactive, but your continued use of Oppr B.V. after such changes constitutes your agreement to such changes. Notwithstanding the above, Oppr B.V. may not change the Terms in any way that materially detracts from its obligations regarding Confidential Information, Customer Data, or Customer Content as agreed in this Agreement without your express written consent.
Oppr B.V. is a research and management tool, and its output is not legal advice. The output of Oppr B.V. is generated by AI and may contain errors and inaccuracies or be incomplete.
DEFINITIONS
The definitions in Section 11 (Defined Terms) apply to these Terms. All terms quoted in the text of these service terms are also defined terms.
USE
You may access, and we grant you the non-exclusive right to use, Oppr B.V.'s Basic Service. Access data is specific to the user to whom it is issued and may not be shared, even within the same organization.
You take reasonable steps to prevent unauthorized use of the Service and you will immediately notify us if you become aware of any material unauthorized use.
Your use of Oppr B.V. is governed by the Terms. You will generally interact with Oppr B.V. by providing Input to the Service and receiving Output from the Service.
You may not (i) use Oppr B.V. in a manner that infringes, abuses, or violates the rights of any person; (ii) attempt to reverse engineer or discover the source code or engineering of the underlying model and systems of Oppr B.V. or Oppr B.V.'s subcontractors; (iii) attempt to use automated means to scrape content or Output from Oppr B.V.
To the extent you provide us Feedback, we may freely use and incorporate any Feedback into our products and services. Oppr B.V. may not use Feedback in a way that identifies or could identify the Customer, its users, Customer Data, Content, or Customer's Confidential Information.
Any use of third-party software, services, or other products in connection with Oppr B.V. (for example, your internet browser) is subject to their own terms, and we are not responsible for such third-party products.
CONTENT
You may provide Input to Oppr B.V. and receive Output from Oppr B.V.. Between the parties, you own your Output subject to your compliance with the Terms.
You may provide Input that is similar or identical to the Input of third-party users or receive Output that is similar or identical to Output provided to other third-party users. Questions asked by other third-party users and answers provided to other third-party users are not your Content.
Oppr B.V. may collect and use Usage Data to develop, improve, support, and operate its Services. Oppr B.V. may not share Usage Data containing your Confidential Information with a third party, except (a) in accordance with Section 10.5 (Confidentiality) or (b) to the extent that Usage Data are aggregated and anonymized so that you cannot reasonably be identified.
CUSTOMER DATA
To use certain features, it may be necessary for you to upload documents ("Customer Data") to Oppr B.V. to enable certain features. Between the parties, you retain all rights, ownership, and interests (including all intellectual property rights) in relation to the Customer Data. You grant to Oppr B.V. and its affiliates a non-exclusive, worldwide, royalty-free right to process the Customer Data and your Input as necessary to provide the Service to you, to prevent or address service or technical problems with the Service, or as may be required by law.
Your use of the Service and all Customer Data will comply with applicable laws, government regulations, and other legal requirements, including but not limited to, any laws, regulations, and other legal requirements of third parties applicable to you concerning data localization or data sovereignty. You are responsible for the accuracy, content, and legality of all Customer Data.
COSTS AND PAYMENTS
If you use Oppr B.V. via an authorized free trial period, you agree to do so in accordance with Oppr B.V.'s instructions. If we believe you are not using the free trial period in good faith, we may immediately terminate your access to the Service. We reserve the right to limit the resources and features available to users of the free trial period.
TERM AND TERMINATION
These Terms become effective when you first use Oppr B.V. and remain in effect until terminated. You may terminate these Terms at any time by ceasing to use the Service. We may terminate the Terms in the same way at any time and with notice.
Upon termination, you will cease using Oppr B.V., and you will promptly return all Confidential Information or, if instructed by us, destroy it. Sections of these terms that would typically survive such an agreement remain in effect (for example, provisions around confidentiality, obligation to pay unpaid fees, etc.).
WARRANTY AND DISCLAIMER
You warrant that you have the necessary rights in your Customer Data and Input to use them with Oppr B.V. and that your use of Oppr B.V. will comply with all applicable laws and regulations.
Oppr B.V. is provided on an "as is" and "as available" basis. Oppr B.V. makes no representations or warranties of any kind, implied or express, regarding Oppr B.V., including warranties of merchantability, title, non-infringement, or fitness for a particular purpose, which are disclaimed. Oppr B.V. does not represent or warrant that the use of Oppr B.V. will be uninterrupted or error-free.
LIMITATIONS OF LIABILITY
In no event will either party be liable to the other party or any third party for any indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of income, data, profits, revenue, or business interruption, or the costs of substitute services or other economic loss, arising from or in connection with these Terms, regardless of whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and regardless of whether such party has been advised of the possibility of such loss or damage.
Other than for claims based on liability that cannot be limited by law (for example, claims for gross negligence and intentional misconduct), in no event will either party's total liability to the other party or any third party for all claims in total (for damage or liability of any kind) in connection with these Terms exceed €1,000 (the "Liability Cap").
GENERAL TERMS
Assignment
Neither party may assign these Terms without the prior written consent of the other party, except that Oppr B.V. may (i) assign these Terms in their entirety to an Affiliate and (ii) assign these Terms in connection with a consolidation, merger, or sale of all or substantially all of our assets.
Subcontracting
Oppr B.V. may use subcontractors and other third-party suppliers in connection with the performance of its activities under these Terms at its discretion, provided it remains responsible for the performance of such subcontractors or third-party suppliers.
Severability and Interpretation
If a competent court finds any provision of these Terms unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms will otherwise remain in effect. Section headings are inserted for convenience only and will not affect the construction of these Terms.
Open Source Software
We guarantee that we will not use software in the Service that would cause your software to be subject to an open source license that would require as a condition of use that your software be disclosed or distributed in source code form or others be allowed to modify your software.
Confidentiality
Each party (as the "Receiving Party") will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of the other party (the "Disclosing Party") for any purpose outside the scope of these Terms; and (ii) except as otherwise authorized in writing by the Disclosing Party, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who need such access for purposes consistent with these Terms and who are bound by confidentiality obligations to the Receiving Party that contain protections no less protective than those herein. If the Receiving Party is legally or by a court order required to disclose Confidential Information, then the Receiving Party will, to the extent legally permitted, notify the Disclosing Party in advance in writing and cooperate with any attempt to obtain confidential treatment of the Confidential Information. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.
No Training by Subcontractors
Subcontractors of Oppr B.V. will not train AI models with your Content or Customer Data. Subcontractors will not retain or log your Content or Customer Data for human review.
Restrictions on Training
Oppr B.V. will not train AI models using your Content or Customer Data.
Privacy Policy
Your users are subject to our Privacy Policy to the extent it does not conflict with the Terms when using Oppr B.V..
Applicable Law
These Terms are governed by Dutch law.
Arbitration
Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in The Hague. For matters with a disputed amount of more than €250,000, the case will be heard before a panel of three arbitrators subject to the Comprehensive Arbitration Rules and Procedures of JAMS; for other matters, before a single arbitrator subject to the Simplified Arbitration Rules and Procedures of JAMS. The judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
Notice
All notices must be in writing (in English) and addressed to the parties by email: (i) for Oppr B.V., notice must be sent to data@hulpmetrecht.nl; and (ii) for you, to the email address linked to your user account. Notices are deemed received upon receipt. Either party may change its email address for notices under these Terms by giving the other party written notice in accordance with this section.
No Waiver
No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms, nor will any waiver be effective unless in writing signed by the party waiving its rights.
Entire Agreement
These Terms constitute the full and exclusive statement of mutual understanding of the parties in connection with your use of Oppr B.V. and supersede and cancel all prior written and oral agreements, understandings, and communications relating to the subject matter of these Terms.
Force Majeure
Neither party shall be liable to the other for any delay or failure in performance under these Terms arising from any cause outside its reasonable control and which could not have been prevented by the use of commercially reasonable safeguards, including but not limited to, acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockades, embargoes, riots, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism, or war.
Definitions
Acceptable Use Policy means the policy of Oppr B.V. that governs the use of its service, found at http://oppr.ai/.
Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with the relevant entity, where "control" for purposes of this definition means direct or indirect ownership or control of more than 50% of the voting interests of the relevant entity.
Basic Service is the basic functionality of Oppr B.V. made available to you as part of these Evaluation Terms, whereby users provide Input and receive Output.
Confidential Information means all information that is disclosed by the Disclosing Party as confidential at the time of disclosure or that should reasonably be considered confidential or proprietary by the Receiving Party due to the nature of the disclosed information and the circumstances around the disclosure. Content specific to you and Customer Data are Confidential Information.
Content means Input and Output collectively.
Oppr B.V. means Oppr B.V. B.V., as well as all its Affiliates.
Customer Data has the meaning given in Section 5.1.
Disclosing Party has the meaning given in Section 10.5.
Feedback means all suggestions, enhancement requests, recommendations, corrections, or other feedback provided by you to Oppr B.V. concerning our offerings. Feedback excludes Customer Data and Content.
Oppr B.V. means the software-as-a-service offering made available by Oppr B.V. at http://oppr.ai.
Input means the query provided by a user to Oppr B.V..
Liability Cap has the meaning given in Section 9.2.
Output means the output provided by Oppr B.V. to a user in response to the user's Input.
Privacy Policy means the policy of Oppr B.V. that governs the privacy provisions regarding its Service, found at http://oppr.ai
Receiving Party has the meaning given in Section 10.5.
Security Annex means the annex of Oppr B.V. that governs the security provisions regarding its Service, included at http://oppr.ai.
Service means Oppr B.V..
Terms of Service means the additional terms that govern the use of Preview Features, as well as other optional offerings and features of Oppr B.V., found at http://oppr.ai.
Terms has the meaning given in Section 1.3.
Usage Data means information reflecting the access, interaction, or use of Oppr B.V. by or on behalf of the Customer, including frequency, duration, volume, features, functions, visit, session, clickstream data, and statistical or other analysis, information or data based on, or derivative works of, the foregoing. Other than strictly required for billing purposes, Usage Data does not include Content, Customer Data, Customer's Confidential Information, or any information enabling or reasonably allowing the identification of any Content, Customer Data, or Confidential Information of the Customer.
You or Your means (1) in the case of an individual, the person contracting for the use of Oppr B.V.; or (2) in the case of a legal entity, the organization contracting for the use of Oppr B.V..
